Debt and Credit Agreements

The Company's debt and credit agreements consisted of the following:



	December 31,
(In thousands)	2017			2016
Total debt
6.51% weighted-average senior notes ⁽¹⁾	$	361,000		$	361,000
9.78% senior notes ⁽²⁾	67,000			67,000
5.58% weighted-average senior notes	175,000			175,000
3.65% weighted-average senior notes	925,000			925,000
Revolving credit facility	—			—
Unamortized debt issuance costs	(6,109		)	(7,470		)
	$	1,521,891		$	1,520,530

_______________________________________________________________________________

(1) Includes $237.0 million of current portion of long-term debt at December 31, 2017.

(2) Includes $67.0 million of current portion of long-term debt at December 31, 2017.

The Company has debt maturities of $304.0 million due in 2018, $87.0 million due in 2020 and $188.0 million due in 2021. In addition, the revolving credit facility matures in 2020. No other tranches of debt are due within the next five years.

At December 31, 2017, the Company was in compliance with all restrictive financial covenants, as amended, for both its revolving credit facility and senior notes.

Senior Notes

The Company has various issuances of senior notes. Interest on each of the senior notes is payable semi-annually. Under the terms of the various senior note agreements, the Company may prepay all or any portion of the notes of each series on any date at a price equal to the principal amount thereof plus accrued and unpaid interest plus a make-whole premium.

The Company's agreements (as amended) provide that the Company maintain a minimum asset coverage ratio of 1.25 to 1.0 through and including December 31, 2017 and 1.75 to 1.0 beginning on January 1, 2018 and thereafter. The amended agreements also introduced a leverage ratio covenant, which was defined in the agreement as the ratio of debt to consolidated EBITDAX and provided for potential increases to the original coupon rates ranging from 0 to 125 basis points depending on the asset coverage and leverage ratios at the end of the respective quarterly period, as defined in the note agreements. These covenants and the potential coupon rate increases were to remain in effect until the Company maintained a leverage ratio below 3.0 to 1.0 for two consecutive fiscal quarters ending on or after December 31, 2017, or received an investment grade rating by Standard & Poor's Ratings Services (S&P) or Moody’s Investor Service, Inc (Moody's). As of December 31, 2017, the Company had maintained a leverage ratio below 3.0 to 1.0 for two consecutive fiscal quarters and is no longer subject to this financial covenant or potential coupon rate increases. As of December 31, 2017, 2016 and 2015, there were no interest rate adjustments required for the Company's senior notes.

The note agreements also include a minimum annual coverage ratio of consolidated cash flow to interest expense for the trailing four quarters of 2.8 to 1.0, which was unchanged by the amendments. There are also various other covenants and events of default customarily found in such debt instruments.

In conjunction with the execution of the amendments, the Company incurred approximately $1.9 million of debt issuance costs, which were capitalized and are being amortized over the term of the respective amended agreements.

6.51% Weighted-Average Senior Notes

In July 2008, the Company issued $425.0 million of senior unsecured notes to a group of 41 institutional investors in a private placement. The notes have bullet maturities and were issued in three separate tranches as follows:



	Principal		Term	Maturity Date	Coupon
Tranche 1	$	245,000,000	10 years	July 2018	6.44	%
Tranche 2	$	100,000,000	12 years	July 2020	6.54	%
Tranche 3	$	80,000,000	15 years	July 2023	6.69	%

In May 2016, the Company repurchased $8.0 million of Tranche 1, $13.0 million of Tranche 2 and $43.0 million of Tranche 3 for a total of $64.0 million for $68.3 million. The Company recognized a $4.7 million extinguishment loss associated with the premium paid and the write-off of a portion of the related deferred financing costs due to early repayment.

9.78% Senior Notes

In December 2008, the Company issued $67.0 million aggregate principal amount of 10 year 9.78% senior unsecured notes to a group of four institutional investors in a private placement.

5.58% Weighted-Average Senior Notes

In December 2010, the Company issued $175.0 million of senior unsecured notes to a group of eight institutional investors in a private placement. The notes have bullet maturities and were issued in three separate tranches as follows:



	Principal		Term	Maturity Date	Coupon
Tranche 1	$	88,000,000	10 years	January 2021	5.42	%
Tranche 2	$	25,000,000	12 years	January 2023	5.59	%
Tranche 3	$	62,000,000	15 years	January 2026	5.80	%

3.65% Weighted‑Average Senior Notes

In September 2014, the Company issued $925.0 million of senior unsecured notes to a group of 24 institutional investors in a private placement. The notes have bullet maturities and were issued in three separate tranches as follows:



	Principal		Term	Maturity Date	Coupon
Tranche 1	$	100,000,000	7 years	September 2021	3.24	%
Tranche 2	$	575,000,000	10 years	September 2024	3.67	%
Tranche 3	$	250,000,000	12 years	September 2026	3.77	%

Revolving Credit Agreement

The Company's revolving credit facility is unsecured. The borrowing base is redetermined annually under the terms of the revolving credit facility on April 1. In addition, either the Company or the banks may request an interim redetermination twice a year or in conjunction with certain acquisitions or sales of oil and gas properties. Effective April 11, 2017, the Company’s borrowing base and available commitments were reaffirmed at $3.2 billion and $1.7 billion, respectively. The Company's revolving credit facility matures in April 2020.

In December 2017, the Company entered into an agreement to sell certain of its Eagle Ford Shale assets for $765.0 million and expects to close on the sale in the first quarter of 2018. The lenders under the Company's revolving credit facility have agreed to waive the requirement that the borrowing base be reduced upon closing of the Eagle Ford sale provided that the sale of these assets is considered in the Company’s upcoming annual borrowing base redetermination on April 1, 2018.

The Company's revolving credit agreement (as amended) provides that the Company maintain a minimum asset coverage ratio of 1.25 to 1.0 through and including December 31, 2017 and 1.75 to 1.0 beginning on January 1, 2018 and thereafter. The amended agreement also introduced a leverage ratio covenant, which was defined in the agreement as the ratio of debt to consolidated EBITDAX and increased the maximum leverage ratio and associated margins. Interest rates under the amended revolving credit facility are based on LIBOR or ABR indications, plus a margin which ranges from 50 to 300 basis points, as defined in the amended agreement. These covenants and the and the associated margin adjustments were to remain in effect until the Company maintained a leverage ratio below 3.0 to 1.0 for two consecutive fiscal quarters ending on or after December 31, 2017, or received an investment grade rating by Standard & Poor's Ratings Services (S&P) or Moody’s Investor Service, Inc (Moody's). As of December 31, 2017, the Company had maintained a leverage ratio below 3.0 to 1.0 for two consecutive fiscal quarters and is no longer subject to this financial covenant and the associated margins reverted back to the pre-amendment levels of 50 to 225 basis points.

The revolving credit facility also contains various other customary covenants that remained unchanged as a result of the amendment, which include the following (with all calculations based on definitions contained in the agreement):


(a)	Maintenance of a minimum annual coverage ratio of consolidated cash flow to interest expense for the trailing four quarters of 2.8 to 1.0.


(b)	Maintenance of a minimum current ratio of 1.0 to 1.0.

The revolving credit facility also provides for a commitment fee on the unused available balance at annual rates ranging from 0.30% to 0.50%. The other terms and conditions of the amended facility are generally consistent with the terms and conditions of the revolving credit facility prior to its amendment.

At December 31, 2017, the Company had no borrowings outstanding under its revolving credit facility and had unused commitments of $1.7 billion. The Company's weighted-average effective interest rates for the revolving credit facility during the years ended December 31, 2016 and 2015 were approximately 2.3% and 2.2%, respectively.